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Shiva Granito Export Ltd.

BSE: 540072 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE191V01015
BSE 00:00 | 21 Aug 8.09 -0.42
(-4.94%)
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8.09

HIGH

8.09

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NSE 05:30 | 01 Jan Shiva Granito Export Ltd
OPEN 8.09
PREVIOUS CLOSE 8.51
VOLUME 10000
52-Week high 30.85
52-Week low 7.10
P/E 32.36
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.09
CLOSE 8.51
VOLUME 10000
52-Week high 30.85
52-Week low 7.10
P/E 32.36
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shiva Granito Export Ltd. (SHIVAGRANITO) - Director Report

Company director report

Your Directors are pleased to present 2nd Annual Report on the business and operationsof your Company and the audited financial statement for the period ended 31stMarch 2017 and Auditor's report thereon.

OPERATIONAL AND FINANCIAL RESULT

The Financial Result of the Company's for the period from 1st April 2016 to 31stMarch 2017 are as under:

(Rs. in Lacs)

Particulars Current Year Previous Year 31-12-15 to 31-03-16
Revenue from operation 2067.14 530.33
Other income 7.28 2.35
Financial Cost 101.57 33.92
Depreciation and amortization expenses 154.87 46.26
Profit/Loss before exceptional and extraordinary items 31.11 (55.42)
and tax
Exceptional Items 0 0
Profit/Loss before extraordinary items and tax 31.11 (55.42)
Extraordinary Items 0 0
Profit/Loss before tax 31.11 (55.42)
Tax Expenses :
1. Current Tax (3.04)
2. Deferred Tax 128.61 (8.04)
Profit /Loss from the period from continuing operations 156.68 (63.46)
Profit / Loss for the Period 156.68 (63.46)

COMPANY'S PERFORMANCE

During the year under review the Company's performance from the date of 01.04.2016 to31.03.2017 recorded as Net Sales of the Company Rs. 2067.14 Lacs as against net sale ofRs. 530.33 Lacs of previous year. The Company achieved the Net Profit of Rs. 156.68 Lacsas against net loss of Rs. 63.46.

Management of the Company is committed to the growth and hopes to improve theperformance in coming years.

CHANGE IN NATURE OF BUSINESS IF ANY

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

CHANGE IN SHARE CAPITAL OF THE COMPANY

During the financial year 2016-2017 the share capital of the Company has beenincreased from Rs. 90150500 to Rs.132150500 pursuant to allotment of 4200000equity shares of face value of Rs. 10/- each at a premium of Rs. 2/- per Share throughPublic Issue of the Company.

LISTING OF SECURITIES

The Company had made an application to BSE for Listing of its Securities on the BSE SMEplatform on September 02 2016 pursuant to Public Issue of 4200000 Equity Shares ofRs.10/- each at a premium of Rs. 2/- per Equity Share. The BSE has given final approvalfor listing of 13215050 Equity Shares and accordingly admitted to dealing on the SMEPlatform of BSE Limited effective from Tuesday September 06 2016.

DIVIDEND

The Board of Director of your Company are pleased to recommend Dividend @ 2% i. e Rs.0.20/- per Equity Share on the fully paid-up Equity Shares of Rs. 10/- each for thefinancial year 2016-17 subject to approval of shareholders at the ensuing Annual GeneralMeeting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Structure of the Board of Directors and Key Managerial Personnel

The Board of Directors of the Company is formed in terms of the provisions of theCompanies Act 2013 and consist the following:

Directors & Key Managerial Personnel Designation
Shri Suresh Upadhyay Whole Time Director
Shri Abhishek Upadhyay Managing Director
Shri Vinod Kumar Jain Independent Director
Ms Asha Upadhyay Director
Ms Meeta Raina Independent Director
Shri Abhinav Upadhyay Chief Financial Officer
Ms. Swati Maheshwari Company Secretary & Compliance Officer

In accordance with Section 203 of the Companies Act 2013 the Company has Mr. AbhishekUpadhyay who is acting as Managing Director and Mr. Suresh Upadhyay who is acting as WholeTime Director of the Company. Further the Company has appointed Mr. Abhinav Upadhyay asChief Financial Officer of the Company.

Mr.Youdhveer Singh Rathore who was appointed as the Company Secretary and Complianceofficer of the Company w.e.f. 01.01.2016 has resigned from the post w.e.f. 20.09.2016. TheBoard of Directors has appointed Ms. Swati Maheshwari as the Company Secretary andCompliance officer of the Company w.e.f. 01.10.2016.

(b) Retirement by Rotation

In accordance with the provisions of the Act Ms. Asha Upadhyay (DIN :07396269)Director of the Company retire by rotation at the ensuing Annual General Meeting and beingeligible offers herself for reappointment.

COMPOSITION OF BOARD

As on the date of this report the Board comprises following Directors;

Name of Director Designation Date of appoi ntment Total Director ship No. of Committee No. of
In which Director is Member In which Director is Chairman Shares held as on March 31 2017
Mr.Suresh Upadhyay Whole Time Director 01.01. 2016 2 1 - 8622671
Mr.Abhishek Upadhyay Managing Director 01.01. 2016 2 - - 17329
Ms.AshaUpadhyay Non - Executive Director 26.04. 2016 1 2 10
Ms. MeetaRaina Independent Director 26.04. 2016 1 2 1 -
Mr. Vinod Kumar Jain Independent Director 16.01. 2016 6 1 2 -

The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is exempted from requirement of havingcomposition of Board as per Listing Regulations.

BOARD MEETING

Regular meetings of the Board are held at least once in a quarter. The Board of theCompany regularly meets to discuss various Business opportunities. Additional BoardMeetings are convened as and when required to discuss and decide on various businesspolicies strategies and other businesses.

During the year under review the Board Of Directors of the Company met 9 (Nine) timeson April 07 2016 April 23 2016 June 08 2016 June 11 2016 September 01 2016 October 012016 November 11 2016 January 18 2017 and March 22 2017 to discuss and approve variousmatters.

The details of attendance of each Director at the Board Meeting below;

Name of Director Mr. Suresh Upadhyay Mr. Abhishek Upadhyay Ms. Asha Upadhyay Ms. Meeta Raina Mr. Vinod Kumar Jain
No. of Board Meeting held 9 9 9 9 9
No. of Board Meeting attended 9 9 9 9 9

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.

COMMITTEE OF BOARD

Board of Directors in line with the requirements of the Act has formed variouscommittees details of which are given hereunder.

A. AUDIT COMMITTEE

The Company has formed audit committee in line with the provision Section 177 of theCompanies Act 2013. Audit Committee is generally held for the purpose of recommending thehalf yearly and yearly financial results.Additional meeting is held for the purpose ofreviewing the specific item included in terms of reference of Committee. During the yearunder review Audit Committee met 3 (Three) times on May 24 2016 August 08 2016 November11 2016.

The Composition of the Committee and the details of meeting attended by its members aretill 30.09.2016 given below:

Name Designation

Number of meeting during the financial year 2016-2017 (01.04.2016 to 30.09.2016)

Held Attended
Mr. Vinod Kumar Jain Chairman 2 2
Mr. Suresh Upadhyay Member 2 2
Ms. Meeta Raina Member 2 2

Composition of the Audit Committee was revised w.e.f. 01.10.2016 due to change indesignation of Mr. Vinod Kumar Jainfrom Chairman to Member and Ms. Meeta Raina fromMember to Chairman.

Name Designation

Number of meeting during the financial year 2016-2017 (01.10.2016 to 31.03.2017)

Held Attended
Ms. Meeta Raina Chairman 1 1
Mr. Suresh Upadhyay Member 1 1
Mr. Vinod Kumar Jain Member 1 1

B. STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Company has constituted Stakeholder's Relationship Committee mainly to focus on theredressal of shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Shares Certificates; Non receipt ofAnnual Report; etc.

The Composition of the Committee and the details of meeting attended by its members aregiven below:

Name Designation

Number of meeting during the financial year 2016-2017 (*)

Held Attended
Mr. Vinod Kumar Jain Chairman - -
Ms. Asha Upadhyay Member - -
Ms. Meeta Raina Member - -

(*) During the year the Company had not received any complaints from the Shareholders

C. NOMINATION & REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration Committee in line with theprovisions of Section 178 of the Companies Act2013. Nomination and Remuneration Committeemeeting are generally held for identifying the persons who are qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removals.

Name Designation

Number of meeting during the financial year 2016-2017 (*)

Held Attended
Mr. Vinod Kumar Jain Chairman - -
Ms. Asha Upadhyay Member - -
Ms. Meeta Raina Member - -

(*) There was no need to hold the Meeting during the period from 06.09.2016 to31.03.2017.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of section 135 and schedule VII of the Companies Act 2013at present the CSR provisions are not applicable on the Company.

REMUNERATION OF DIRECTORS

The details of remuneration paid during the financial year 2016-2017 to Directors ofthe Company is provided in Form MGT - 9 which is the part of this report.

STATUTORY AUDITORS

At the 1st Annual General Meeting held on December 30th 2016the members had appointed M/s Nenawati & Associates Chartered Accountants Udaipur asthe statutory auditors of the Company for a period of 5 years upto the conclusion of 6thAnnual General Meeting subject to ratifying the said appointment at every AGM. TheCompany has received a confirmation from M/s Nenawati & Associates CharteredAccountants Udaipur to the effect that their appointment if made at the ensuing AGMwould be in terms of Sections 139 and 141 ofthe Companies Act 2013 and rules made thereunder. The board proposes to the members to ratify the said appointment of M/s Nenawati& Associates Chartered Accountants.

AUDITOR'S REPORT

The observations made in the Auditor's report read together with the relevant notesthereon are selfexplanatory and hence do not call for any further comments under section134 of the Companies Act2013.

SECRETARIAL AUDITOR

The Board of Directors has appointed M/s. P. Talesara & Associates CompanySecretaries in Whole Time Practice to conduct Secretarial Audit under the provisions ofSection 204 of the Companies Act 2013. Secretarial Audit Report as provided by M/s. P.Talesara & Associates Company Secretaries in Whole Time Practice is annexed to thisReport as Annexure D.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications reservations or adverse remarks made by the Auditors intheir respective reports.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Directors of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence as laid down in Section 149(6).

LOAN GUARANTEES OR INVESTMENT

The Company has given Loan to Viral Infra Development Limited which is within the limitprescribe under Section 186 of the Companies Act 2013 and not any Guarantee and also notmade any Investments incompliance of Section 186 of the Companies Act 2013 during theFinancial Year.

DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year underreview. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and in theordinary course of the business. The Company has complied with all the applicableprovisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in this regards. There is no materially significant related partytransactions with Promoters Directors Key Managerial Personnel or other persons whichmay have a potential conflict with the interest of the Company at large.During the yearthe Company has not entered into any related party transactions under the section 188 ofthe Companies Act 2013.

There were no related party transaction during the year under review except in theordinary course of business and at the Arm's length basis. Form AOC-2 as prescribed undersection 134(3)(h) of the Companies Act 2013 is enclosed as Annexure 'A'.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with the Rule 8(3) of the Companies (Accounts)Rules 2014 is enclosed as Annexure - 'B'.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure 'C' to thisReport. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred between the end of financial year ofthe company and the date of this report affecting the financial position of the Company asat March 31 2017.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance of section 177 (9) of the Companies Act2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has in place aVigil Mechanism/Whistle Blower Policy for Directors and employees to report genuineConcern.

RISK MANAGEMENT

The Company has devised proper system to identify the risks involved in the business ofthe company. There is system to mitigate the risk involved in the business of the companyusing the internal controls of the company and necessary steps to reduce the risk factorsinvolved in the business of the company were taken from time to time.

DETAILS OF SUBSIDIARY ASSOCIATE COMPANY

The Company does not have any subsidiary joint venture & associate company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.'

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 the Board of Directors of the Company hereby stateand confirms that:

(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(B) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(D) They have prepared the Annual Accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER SEXUAL HARASMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual harassment Policy in line with therequirements of Sexual

Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013.The Company has set up an Internal Complaints Committee to redress complaintsreceived regarding sexual harassment. No Complaints were received during the year underreview.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOFINANCIAL STATEMENTS

The Company is having adequate Internal Financial Control with reference to theFinancial Statements.

ACKNOWLEDGEMENT

Directors wish to express their grateful appreciation for assistance and co-operationreceived from various Department during the year under review. Your Directors also wish toplace on record their appreciation for the committed services of all the associatesvendors of the Company.

For and on Behalf of the Board of Directors

Place: Udaipur Abhishek Upadhyay Suresh Upadhyay
Date: 26.05.2017 Managing Director Director
(DIN: 01889928) (DIN: 01858367)

Annexure 'A'

Form No. AOC-2

(Pursuant to Clause (h) of sub section (3) of section 134 of the Act and Rule 8(2) ofthe

Companies (Accounts) Rules 2014)

Forms for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

1. Details of contract or arrangements or transactions not at arm's length basis

(a) Name(s) of the related party and nature of relationship: Nil

(b) Nature of contracts/arrangements/transactions: Nil

(c) Duration of the contract/arrangements/transactions: Nil

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: Nil

(e) Justification for entering into such contract or arrangements or transactions: Nil

(f) Date(s) of approval by the Board: Nil

(g) Amount paid as advances if any: Nil

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship: Nil

(b) Nature of contracts/arrangements/transactions: Nil

(c) Duration of the contracts/arrangements/transactions: Nil

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: Nil

(e) Date(s) of approval by the Board if any: Nil

(f) Amount paid as advances if any: Nil

Form shall be signed by the persons who have signed the Board's report.

Place: Udaipur Abhishek Upadhyay Suresh Upadhyay
Date: 26.05.2017 Managing Director Director
(DIN: 01889928) (DIN: 01858367)

Annexure 'B'

Information pursuant to Rule 8(3) of the Companies (Accounts) Rules 2014 under section134(3) of the Companies Act 2013 and forming part of Directors' Report for the year ended31st March 2017.

1. Conservation of Energy:

(a) Energy Conservation measures remains one of the priority areas of the management.The company has taken necessary steps for reducing the energy consumption. The factorypremise of the company is designed in such a way to have appropriate sunlight during daytime which reduces consumption of electricity. In order to reduce the electricityconsumption the company is using CFL and LED lights instead of old patterned lights whichconsume more energy. In the office premises of the Company it is focusing on purchase ofLaptop in replacement of old CRT monitors which are not energy efficient. The company alsouses the electric products with energy star ratings that consumes minimum energy.

(b) The company is making continuous efforts to conserve and optimize the use of energyand is identifying energy saving systems.

(c) Disclosures on energy consumption are as under:

Electricity consumed Current Year Previous Year
A. Purchased
Unit (kwh) 608835 169835
Total Amount (in Rs. in lacs) 4718478 1316306
Rate (in Rs.) 7.75 7.75
B. Own Generation through Diesel Generator
Liter 39981 14850
Total Amount (in Rs. in lacs) 2518796 712797
Rate (in Rs.) 63 48
Consumption per kg. of Production
Quartz Powder(Kg) 2460500 98950
Electricity Unit/kg 0.25 7.31
Resin(Kg.) 1680816 37563
Electricity Unit/Kg 0.36 10.27
Slabs(Sqft) 372899 19498
Electricity Unit/Sqft 1.63 10.65

2. Technology Absorption:

(a) Research and Development is carried out for development of new products and forimprovement in the production process and quality of products. Due to its R & Defforts the Company has been able to launch new product.

(b) The Company has been continuously improving the quality of its existing productsand developed new products from time to time.

(c) Management is committed to strengthen R & D activities further to improve itscompetitiveness in times to come.

(d) The expenditure incurred on Research and Development:

3. Foreign Exchange Earning and Outgo

Foreign Exchange Earning: (0.01) CENT

Foreign Exchange Outgo:

Place: Udaipur AbhishekUpadhyay Suresh Upadhyay
Date: 26.05.2017 Managing Director Director
(DIN: 01889928) (DIN: 01858367)